



                                                    Exhibit 99


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                                                 THE STANLEY WORKS
                                                 STOCK OPTION PLAN
                                            FOR NON-EMPLOYEE DIRECTORS

  1.        PURPOSE.

The purpose of The Stanley  Works Stock Option Plan for  Non-Employee  Directors
(the "Plan") is to promote the  interests of The Stanley  Works (the  "Company")
and its  shareholders  by encouraging  Non-Employee  Directors of the Company to
have a direct and personal  stake in the  performance  of the  Company's  Common
Stock.

 2.        DEFINITIONS.

Unless the context  clearly  indicates  otherwise,  the following terms have the
meanings set forth below.  Whenever  applicable,  the  masculine  pronoun  shall
include the feminine pronoun and the singular shall include the plural.

     "Biennial  Option" or "Biennial  Option Grant" means an Option granted to a
Non-Employee Director in accordance with Section 7(a)(i) of the Plan.

     "Board  of  Directors"  or  "Board"  means the  Board of  Directors  of the
Company.

     "Business  Day"  shall  mean any day  except  Saturday,  Sunday  or a legal
holiday in the State of Connecticut.

     "Code" means the Internal  Revenue Code of 1986, as amended,  now in effect
or as amended from time to time and any successor provisions thereto.

     "Common  Stock" means the common stock,  par value $2.50 per share,  of the
Company.

     "Fair Market Value" of a share of Common Stock on any particular date means
the mean average of the high and the low price of a share of the Common Stock as
quoted on the New York  Stock  Exchange  Composite  Tape on the date as of which
fair market value is to be determined or, if there is no trading of Common Stock
on such  date,  such  mean  average  of the high  and the low  price on the next
preceding date on which there was such trading.

     "Grant Date", as used with respect to a particular  Option,  means the date
on which such Option is granted pursuant to Section 7(a) of the Plan.

     "Grantee"  means the  Non-Employee  Director  to whom an Option is  granted
pursuant to the Plan.



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"Initial  Option"  or  "Initial  Option  Grant"  means the  Option  granted to a
Non-Employee  Director  who is first  elected or  appointed  to the Board  after
September 30, 1994 in accordance with Section 7(a)(ii) of the Plan.

"Option" means an Initial Option or Biennial Option granted pursuant to the Plan
to purchase shares of Common Stock which shall be a  non-qualified  stock option
not  intended to qualify as an incentive  stock option under  Section 422 of the
Code.

"Non-Employee Director" shall mean a member of the Board of Directors who is not
an employee of the Company or any Subsidiary.

"Plan" means The Stanley Works Stock Option Plan for  Non-Employee  Directors as
set forth herein and as amended from time to time.

"Retirement",  as  applied  to a  Non-Employee  Director,  shall  mean when such
director ceases to serve as a member of the Board following attaining sixty (60)
years of age and having served as a member of the Board for a period of at least
sixty months.

"Subsidiary" shall mean a "subsidiary  corporation" of the Company as defined in
Section 424(f) of the Code.

"1934 Act" means the Securities Exchange Act of 1934, as amended,  now in effect
or as amended from time to time and any successor provisions thereto.

3.        ADMINISTRATION.

The Plan shall be  administered  by the Board,  which  shall have full power and
authority, subject to the provisions of the Plan, to supervise administration of
the Plan and  interpret  the  provisions  of the  Plan and any  Options  granted
hereunder.  Any decision by the Board shall be final and binding on all parties.
No member of the Board shall be liable for any determination, decision or action
made in good faith with  respect to the Plan or any Option  under the Plan.  The
Board's  administrative  functions shall be ministerial in nature in view of the
Plan's  explicit  provisions,  including  those related to eligibility  for, and
timing, price and amount of, Option grants.

 4.        ELIGIBILITY.

The persons  eligible  to receive  Options  under the Plan are the  Non-Employee
Directors.

5.        EFFECTIVE DATE AND TERM OF THE PLAN.

The Plan shall become  effective  upon its  adoption by the Board of  Directors,
provided,  that no  Option  granted  pursuant  to the Plan will vest or shall be
exercised prior to the approval of the Plan by the Company's shareholders within
twelve (12) months of its adoption by the


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Board.  Unless previously  terminated by the Board, the term during which awards
may be  granted  under the Plan  shall  expire on the tenth  anniversary  of the
adoption of the Plan by the Board of Directors.

 6.        SHARES SUBJECT TO THE PLAN.

The shares of Common  Stock that may be  delivered  upon the exercise of Options
under the Plan shall be shares of the Company's  authorized Common Stock and may
be unissued shares or reacquired shares, as the Board of Directors may from time
to time determine.  Subject to adjustment as provided in Section 13 hereof,  the
aggregate  number of  shares to be  delivered  under the Plan  shall not  exceed
100,000  shares.  If any  shares are  subject to an Option  which for any reason
expires or terminates  during the term of the Plan prior to the issuance of such
shares,  the shares  subject to but not  delivered  under such  Option  shall be
available  for issuance  under the Plan.  If, on any Grant Date,  the  aggregate
number of shares of Common Stock  subject to Option  grants on that date exceeds
the remaining  number of shares reserved for issuance under the Plan, the number
of Option shares awarded to each  Non-Employee  Director to whom an Option shall
be granted on such date shall be reduced pro rata so that the  aggregate  number
of Option shares  awarded to such  Non-Employee  Directors  equals the number of
reserved shares of Common Stock remaining under the Plan.

 7.        OPTIONS.

 (a)     GRANT OF OPTIONS.

(i) BIENNIAL OPTION GRANTS.  On September 30, 1994 and on every alternate August
1st  thereafter  during the term of the Plan  commencing  August 1, 1996 (August
1,1996,  1998, 2000, 2002 and 2004 or, if such August 1st is not a Business Day,
the first preceding Business Day), each Non-Employee Director on that date shall
automatically be granted an Option,  upon the terms and conditions  specified in
the Plan, to purchase 500 shares of Common Stock.

(ii) INITIAL OPTION GRANTS TO NEWLY-ELECTED  NON-EMPLOYEE DIRECTORS.  Any person
who is elected as a Non-Employee Director for the first time after September 30,
1994  shall  automatically  be granted  an  Initial  Option,  upon the terms and
conditions specified in the Plan, immediately following the first Annual Meeting
of  the  Company's  Shareholders  at  which  such  person  is  first  elected  a
Non-Employee  Director  by the  Shareholders,  provided  that if a  Non-Employee
Director who previously received an Initial Option Grant terminates service as a
Non-Employee   Director  and  is  subsequently   elected  to  the  Board,   such
Non-Employee  Director shall not receive a second Initial Option Grant and shall
only  receive  subsequent  Biennial  Option  Grants in  accordance  with Section
7(a)(i)  hereof.  The number of shares of Common  Stock  subject to such Initial
Option  shall  equal the  number of shares  of Common  Stock  such  Non-Employee
Director would have received under Biennial Option Grants under the Plan if such
Non-Employee  Director  had been a  Non-Employee  Director at all times  between
September  1,  1994 and the date of such  person's  election  as a  Non-Employee
Director.  For example,  if a  Non-Employee  Director is elected to the Board on
December  15,  1997,  and is first  elected as a  Non-Employee  Director  by the
shareholders  at the  Company's  Annual  Meeting  of  Shareholders  in 1998 such
Non-Employee Director


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shall  receive an Initial  Option to purchase  1,000 shares of Common Stock (two
Biennial Option Grants for 500 shares each that such Non-Employee Director would
have  received on September 30, 1994 and August 1, 1996)  immediately  following
the Company's Annual Meeting of Shareholders in 1998.

 (b) TERMS OF OPTIONS.  Each Option granted under the Plan shall have
 the following terms and conditions:

(i) PRICE.  The exercise  price per share of each Option shall equal the greater
of one  hundred  percent  (100%) of the Fair  Market  Value of a share of Common
Stock on the Grant  Date or the par value per share of the  Common  Stock on the
date of exercise of such Option.

(ii) TERM.  The term of each Option shall be for a period of ten (10) years from
the Grant Date unless  terminated  earlier in accordance  with Section 12 of the
Plan.

(iii)  TIME  OF  VESTING  AND   EXERCISE.   An  Option  shall  vest  and  become
nonforfeitable  when,  and  only  if,  the  Grantee  continues  to  serve  as  a
Non-Employee Director for a period of six (6) months following the Grant Date of
such Option.  Unless the time of its exercisability is accelerated in accordance
with the Plan,  each Option that has vested shall be  exercisable  in full on or
after the first anniversary of its Grant Date.

(iv)  ACCELERATION  OF   EXERCISABILITY.   Notwithstanding   the  provisions  of
subparagraph  (iii)  hereof,  an  Option  that has  vested  shall  become  fully
exercisable  upon the occurrence of the Grantee's  death or withdrawal  from the
Board of Directors by reason of such Non-Employee Director's Retirement.

(v) OPTION AGREEMENT.  Each Option shall be evidenced by an Option
Agreement substantially in the form attached to this Plan as Appendix A.

8.        EXERCISE OF OPTIONS.

(a) Each Option granted shall be exercisable in whole or in part at any time, or
from time to time,  during the Option term as  specified  in the Plan,  provided
that the  election  to  exercise  an  Option  shall be made in  accordance  with
applicable  Federal  laws and  regulations.  Each  Option  may be  exercised  by
delivery of a written  notice to the Company  stating the number of shares to be
exercised and  accompanied by the payment of the Option  exercise price therefor
in accordance with this Section. The Grantee shall furnish the Company, prior to
the  delivery  of any shares  upon the  exercise  of an Option,  with such other
documents and  representations as the Company may require,  to assure compliance
with applicable laws and regulations.

(b) No Option may at any time be exercised  with respect to a fractional  share.
In the event that shares are issued  pursuant to the  exercise of an Option,  no
fractional  shares  shall be issued and cash equal to the Fair  Market  Value of
such  fractional  share on the date of the delivery of the exercise notice shall
be given in lieu of such fractional shares.



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(c) No shares  shall be  delivered  pursuant to the  exercise of any Option,  in
whole or in part,  until  qualified for delivery under such  securities laws and
regulations as the Committee may deem to be applicable thereto and until payment
in full of the Option  price is received by the Company in cash,  by check or in
shares of Common Stock as provided in Section 9 hereof. Neither the holder of an
Option nor such holder's legal representative,  legatee, or distributee shall be
or be deemed to be a holder of any  shares  subject  to such  Option  unless and
until a certificate or  certificates  therefor is issued in his or her name or a
person designated by him or her.

9.        STOCK AS FORM OF EXERCISE PAYMENT.

A  Grantee  who owns  shares of  Common  Stock  may elect to use the  previously
acquired  shares,  valued  at the Fair  Market  Value on the last  Business  Day
preceding  the  date  of  delivery  of  such  shares,  to pay all or part of the
exercise price of an Option, provided,  however, that such form of payment shall
not be permitted unless at least one hundred shares of such previously  acquired
shares are required and delivered for such purpose and the shares delivered have
been held by the Grantee for at least six months.

 10.       WITHHOLDING TAXES FOR AWARDS.

Each Grantee  exercising an Option as a condition to such exercise  shall pay to
the Company  the amount,  if any,  required  to be withheld  from  distributions
resulting from such exercise under applicable  Federal and State income tax laws
("Withholding  Taxes").  Such Withholding  Taxes shall be payable as of the date
income from the award is includable  in the  Grantee's  gross income for Federal
income tax purposes (the "Tax Date").  The Grantee may satisfy this  requirement
by remitting  to the Company in cash or by check the amount of such  Withholding
Taxes or a number of previously owned shares of Common Stock having an aggregate
Fair Market Value as of the last  Business Day  preceding  the Tax Date equal to
the amount of such Withholding Taxes.

11.       TRANSFER OF AWARDS.

Options granted under the Plan may not be transferred except by will or the laws
of descent and distribution or pursuant to a qualified domestic relations order,
as defined in the Code,  and,  during the Grantee's  lifetime,  may be exercised
only by said Grantee or by said Grantee's guardian or legal representative.

12.       TERMINATION OF DIRECTOR STATUS.

Upon  the  termination  of a  Grantee's  service  as a  member  of the  Board of
Directors  for any reason  other  than  death or  Retirement,  the  Grantee  may
exercise  an  Option  that has  vested to the full  extent of the  number of the
shares of Common Stock remaining  under such Option,  regardless of whether such
Option was  previously  exercisable,  until the earlier of the expiration of its
original  term  or one  year  after  the  date  of such  termination.  Upon  the
termination  of Board  membership  of any such  Grantee due to  Retirement,  the
Grantee may purchase some or all of the shares covered by the Grantee's  Options
that have vested prior to such  termination,  regardless  of whether such Option
was previously exercisable, until the expiration of such Option's original term.
Upon the death of any


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such Grantee while serving on the Board or of any retired Grantee, the person or
persons to whom the rights under the Option are  transferred by will or the laws
of descent and  distribution  may exercise some or all of the Grantee's  Options
that have vested prior to such  termination of Board  membership,  regardless of
whether such Option was  previously  exercisable,  until the  expiration of such
Option's original term.

13.       CHANGES IN COMMON STOCK.

In the event of a merger, consolidation, reorganization, recapitalization, stock
dividend, stock split, or other changes in corporate structure or capitalization
affecting the Common Stock,  such  appropriate  adjustment  shall be made in the
number, kind, option price, etc., of shares subject to Options granted under the
Plan, including appropriate  adjustment in the maximum number of shares referred
to in Section 6 of the Plan, as may be determined by the Board.

14.       LEGAL RESTRICTIONS.

The Company  will not be  obligated  to issue shares of Common Stock or make any
payment if counsel to the Company determines that such issuance or payment would
violate any law or  regulation  of any  governmental  authority or any agreement
between  the Company and any  national  securities  exchange on which the Common
Stock is listed.  In connection with any stock issuance or transfer,  the person
acquiring  the shares  shall,  if  requested  by the  Company,  give  assurances
satisfactory to counsel to the Company regarding such matters as the Company may
deem desirable to assure  compliance  with all legal  requirements.  The Company
shall in no event be obliged  to take any action in order to cause the  exercise
of any award under the Plan.

15.       NO RIGHTS AS SHAREHOLDERS.

No Grantee, and no beneficiary or other person claiming through a Grantee, shall
have any  interest in any shares of Common Stock  allocated  for the purposes of
the Plan or subject to any award  until such  shares of Common  Stock shall have
been  transferred to the Grantee or such person.  Furthermore,  the existence of
awards under the Plan shall not affect: the right or power of the Company or its
shareholders to make adjustments,  recapitalizations,  reorganizations  or other
changes in the Company's  capital  structure;  the dissolution or liquidation of
the Company,  or the sale or transfer of any part of its assets or business;  or
any other corporate act, whether of a similar character or otherwise.


16.       BOARD MEMBERSHIP.

Nothing in the Plan or in any Option  shall confer upon any Grantee any right to
continue as a director of the Company or  interfere in any way with the right of
the Company's shareholders to remove a director at any time.

17.       CHOICE OF LAW.



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The validity,  interpretation  and  administration of the Plan and of any rules,
regulations,  determinations or decisions made thereunder, and the rights of any
and all persons  having or claiming to have any interest  therein or thereunder,
shall be  determined  exclusively  in  accordance  with the laws of the State of
Connecticut.




18.       AMENDMENT AND DISCONTINUANCE.

Subject to the  limitation  that the provisions of the Plan shall not be amended
more than once every six months  other than to comport  with changes in the Code
or  regulations  thereunder,  the Board of  Directors  may  alter,  suspend,  or
discontinue  the Plan,  but may not,  without the  approval of a majority of the
holders of the Common  Stock,  make any  alteration  or amendment  thereof which
operates (a) to increase  the total number of shares which may be granted  under
the Plan, (b) to extend the term of the Plan or the option  periods  provided in
the Plan,  (c) to decrease the option price  provided in the Plan,  or otherwise
materially  increase the benefits  accruing to Grantees through awards under the
Plan, or (d) to modify the eligibility  requirements  for  participation  in the
Plan.





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